0001193125-14-069018 Sample Contracts

PERFORMANCE SHARES AWARD AGREEMENT

Performance Shares Award Agreement • February 26th, 2014 • Keycorp /New/ • National commercial banks • Ohio

• Contract Type
  Performance Shares Award Agreement
• Filed
  February 26th, 2014
• Company
  Keycorp /New/
• Industry
  National commercial banks
• Jurisdiction
  Ohio

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares (“Performance Shares” or “Award”), on the Date of Grant, each as set forth below. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

TRUST AGREEMENT

Trust Agreement • February 26th, 2014 • Keycorp /New/ • National commercial banks • Ohio

• Contract Type
  Trust Agreement
• Filed
  February 26th, 2014
• Company
  Keycorp /New/
• Industry
  National commercial banks
• Jurisdiction
  Ohio

This Trust Agreement (“Trust Agreement”) made this 3rd day of November, 1988 by and between AMERITRUST CORPORATION, a Delaware corporation (“Ameritrust”) and WACHOVIA BANK AND TRUST COMPANY, N.A, a national banking association (the “Trustee”);